Attached files
file | filename |
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EX-10.3 - EX-10.3 - ARADIGM CORP | f56483exv10w3.htm |
EX-10.2 - EX-10.2 - ARADIGM CORP | f56483exv10w2.htm |
EX-10.1 - EX-10.1 - ARADIGM CORP | f56483exv10w1.htm |
8-K - 8-K - ARADIGM CORP | f56483e8vk.htm |
Exhibit 99.1
Aradigm Announces Equity for Debt Transaction with Novo Nordisk
$9.1 Million in Debt Extinguished in Exchange for 26 Million Shares of Common Stock
Hayward, Calif. (Business Wire)August 2, 2010 Aradigm Corporation (OTCBB:ARDM) (the
Company) today announced that it has entered into a Stock Purchase Agreement providing for the
issuance by the Company of 26 million shares of the Companys common stock to Novo Nordisk A/S
(Novo Nordisk) in a private placement as consideration for the termination of a promissory note
in favor of Novo Nordisk under which approximately $9.1 million is currently outstanding,
representing an effective price per share of $0.3505.
The closing of the private placement is subject to the Companys receipt of shareholder approval to
increase the number of authorized shares of the Companys common stock and other customary closing
conditions. Aradigm will be required, among other things, to file a resale registration statement
within 30 days following execution of the agreement that covers the resale by Novo Nordisk of the
shares. Aradigm may satisfy its registration obligations by including the shares in the same
registration statement covering the shares related to the private placement that was previously
announced by Aradigm on June 21, 2010.
The promissory note represented a loan that was made by Novo Nordisk to the Company in 2006 in the
principal amount of $7.5 million, with interest accruing at 5% per annum. The principal, along with
the accrued interest, was payable in three equal payments of approximately $3.5 million in 2012,
2013 and 2014.
Igor Gonda, President and Chief Executive Officer of Aradigm stated, Upon the closing of this
transaction, we will have eliminated all debt from our balance sheet. We are appreciative of the
support and cooperation we received from Novo Nordisk in executing this agreement.
Important Information
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
security. The shares of common stock are being offered to Novo Nordisk pursuant to an applicable
exemption from the registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
In connection with obtaining shareholder approval to increase the number of authorized shares of
the Companys common stock described above, the Company will prepare a proxy statement for the
Companys shareholders to be filed with the Securities and Exchange Commission (the SEC). The
proxy statement will contain information about the Company, the private placement and related
matters. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION.
In addition to receiving the proxy statement from the Company by mail, shareholders will be able to
obtain the proxy statement, as well as other filings containing information about the Company,
without charge, from the SECs website (http://www.sec.gov) or, without charge, from
the Companys website at www.aradigm.com or by directing such request to Aradigm Corporation, 3929
Point Eden Way, Hayward, California, 94545 Attention: Chief Financial Officer.
The Company and its directors and executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies. Information concerning the Company
and its directors and executive officers is set forth in the Companys proxy statement and Annual
Report on Form 10-K previously filed with the SEC.
About Aradigm
Aradigm is an emerging specialty pharmaceutical company focused on the development and
commercialization of a portfolio of drugs delivered by inhalation for the treatment of severe
respiratory diseases by pulmonologists. The Company has product candidates addressing the treatment
of cystic fibrosis, bronchiectasis, inhaled bioterrorism infections and smoking cessation.
More information about Aradigm can be found at www.aradigm.com.
Forward-Looking Statements
Except for the historical information contained herein, this news release contains forward-looking
statements, including, but not limited to, statements regarding the closing of the private
placement and the elimination of debt. These forward-looking statements involve risk and
uncertainties, including the risk that the conditions to the closing of the private placement might
not be satisfied and the risk of any difficulties or delays in obtaining the required shareholder
approval to increase the number of authorized shares of the Companys common stock, as well as the
other risks detailed from time to time in the Companys filings with the Securities and Exchange
Commission (SEC), including the Companys Annual Report on Form 10-K for the year ended December
31, 2009 filed with the SEC on March 24, 2010, and the Companys Quarterly Reports on Form 10-Q.
Aradigm and the Aradigm Logo are registered trademarks of Aradigm Corporation.
SOURCE: Aradigm Corporation
Contact: Nancy Pecota, Chief Financial Officer, 510-265-9370